Fanuc : Notice of Convocation of The 52nd Ordinary General Meeting of Shareholders

(TRANSLATION)

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

To Our Shareholders

(Securities code: 6954) June 3, 2021

Dear Shareholders,

Kenji Yamaguchi

Representative Director

President

FANUC CORPORATION

3580, Shibokusa Aza-Komanba,Oshino-mura,

Minamitsuru-gun, Yamanashi Prefecture

Notice of Convocation of

The 52nd Ordinary General Meeting of Shareholders

We are pleased to announce that the 52nd Ordinary General Meeting of Shareholders of FANUC CORPORATION will be held as described below.

We strongly request that you exercise your voting rights by the Voting Rights Exercise Form or via the Internet in advance if possible, and refrain from attending the meeting in person, regardless of your health status,.

Please review the Reference Materials for the Ordinary General Meeting of Shareholders and exercise your voting rights by 5:00 p.m. (Japan time), Wednesday, June 23, 2021.

[Exercise of voting rights by Voting Rights Exercise Form]

Please indicate your votes for or against each of the proposals in the enclosed Voting Rights Exercise Form and return the form to us by the above-mentioned deadline.

[Exercise of voting rights by electronic methods (the Internet)]

Please access the website (https://www.tosyodai54.net) and enter your votes for or against each of the proposals in accordance with the guidance on the screen by the above-mentioned deadline. If you have any questions, please contact the administrator of FANUC CORPORATION's shareholder register, Tokyo Securities Transfer Agent Co., Ltd. (Phone: [phone]).

		Description
1. Date:		Thursday, June 24, 2021, 10:00 a.m.
2. Place:		FANUC Forum, FANUC Headquarters, 3580, Shibokusa Aza-Komanba,Oshino-mura,
		Minamitsuru-gun, Yamanashi Prefecture
3. Agenda of the Meeting	Report on the business report, the consolidated financial statements, the non-consolidated
Matters to be reported:
		financial statements and the results of audit of the consolidated financial statements by
		the Accounting Auditors and the Audit & Supervisory Board for the 52nd fiscal year (from
Matters to be resolved:	April 1, 2020 to March 31, 2021).
Item 1:	Dividends of Surplus
Item 2:	Amendments to Parts of the Articles of Incorporation
Item 3:	Election of Six (6) Directors (except for Directors Who Are Audit and Supervisory Committee Members)
Item 4:	Election of Five (5) Directors Who Are Audit and Supervisory Committee Members
Item 5:	Determination of the Amount of Remuneration, etc. for Directors (except for Directors Who Are Audit and
Item 6:	Supervisory Committee Members)
Determination of the Amount of Remuneration, etc. for Directors Who Are Audit and Supervisory Committee
Item 7:	Members
Determination of Remuneration for the Allotment of Restricted Stock to Directors (except for Directors Who Are
	Audit and Supervisory Committee Members and Outside Directors)

4. Other Matters Determined Concerning the General Meeting of Shareholders

(1) If voting rights are exercised by both the enclosed Voting Rights Exercise Form and the electronic method, the votes exercised by the electronic method shall be effective.

(2) If voting rights are exercised twice or more by electronic methods, the votes last exercised shall be effective. 1

• Part of the Attachments to the Notice of Convocation of the General Meeting of Shareholders to be provided to you shall be deemed to be delivered to you by posting them on our Internet website (https://www.fanuc.co.jp).
• In the event of any revision of the Attachments to the Notice of Convocation of the General Meeting of Shareholders and the Reference Materials for the Ordinary General Meeting of Shareholders, it will be posted on our Internet website (https://www.fanuc.co.jp).

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Reference Material for the Ordinary General Meeting of Shareholders

Item 1 Dividends of Surplus

Our basic policy of distributing profits to shareholders is as follows:

(Announced on April 24, 2019)

1. Dividends

Our basic policy is to implement, in principal, a consolidated payout ratio of 60%.

1. Share buybacks
   We aim to buy back our own shares in a flexible manner depending on the level of our stock prices, taking into account the balance with our investment in growth.
2. Cancellation of treasury shares
   We aim to limit the number of our treasury shares that we hold to a maximum of 5% of the total number of issued shares. We will, as a general rule, cancel any portion exceeding that limit every fiscal year.

Based on the above basic policy, we propose to pay the year-end dividend for this fiscal year as follows, which makes the consolidated payout ratio, including the interim dividend paid in December 2020, at 60%.

The dividend for the full fiscal year will be ¥294.07 per share, in total with the dividend for the first half of the fiscal year that has been paid in December, 2020 (¥87.93 per share), resulting in ¥206.14 per share for the second half.

1. Type of dividend asset Cash
2. Allocation of dividend assets to shareholders and total amount of allocation

¥206.14 per share of common stock (dividend payout ratio (Consolidated): 60.0%)

Total amount of payout: ¥39,540,523,118

1. Effective date of dividend payment June 25, 2021

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Item 2 Amendments to Parts of the Articles of Incorporation

We propose amendments to parts of the Articles of Incorporation as follows:

1. Reason for Amendments

1. FANUC has always worked on enhancing corporate governance based on our Basic Principles of "Strict Preciseness and Transparency." As we proceed in separating our supervisory and executive functions, in order to further strengthen the supervisory functions of the Board of Directors and speed up management decisions, we will transition to Company with an Audit and Supervisory Committee, that allows us to establish an Audit and Supervisory Committee consisting of the Directors who are Audit and Supervisory Committee Members and to expand the delegation of decision-making authority for business execution from the Board of Directors to Directors. Thus, we will further endeavor to enhance corporate governance and increase corporate value.
   In association with this transition, amendments will be made to establish new rules regarding the Audit and Supervisory Committee and its members required for the transition to a Company with an Audit and Supervisory Committee, to delegate authority to Directors for decisions regarding execution of important business, and to delete the rules concerning Audit & Supervisory Board Member and Board of Audit & Supervisory Board Member.
2. Changes will be made to the scope of the Directors with whom we can execute our liability limitation agreement so that non-executive Directors may be included. This will allow us to hire capable and diverse talent as well as create an environment where they can fully demonstrate their expected roles.
3. In addition to establishing new rules regarding Managing Officers to clarify their positions and responsibilities, a new rule will be established to enable the election of a President from among not just Directors (except for Directors who are Audit and Supervisory Committee Members) but also from among Manging Officers as well, enabling more flexible organizational operations.
4. Other required amendments such as amending of article numbering in association with the above amendments will also be made.

1. Amendment Details

Amendment details are as follows:

	(Amended sections underlined.)
Current Text	Proposed Amendments
Article 14. (Convocation)	Article 14. (Convocation)
Unless otherwise provided for in laws and regulations, a	Unless otherwise provided for in laws and regulations, a General
General Meeting of Shareholders shall be convened by the	Meeting of Shareholders shall be convened by aDirector in the
President according to the resolution of the Board of	order previously determined by the Board of Directors.
Directors. In case the President is prevented from so acting,
one of the otherDirectors in the order previously determined
by the Board of Directors shall act in his place.
Article 19. (Minutes)	Article 19. (Minutes)
A summary of the process and results, as well as other matters	A summary of the process and results, as well as other matters
provided for by laws and ordinances, of the General Meetings	provided for by laws and ordinances, of the General Meetings of
of Shareholders shall be recorded in the minutes, which shall	Shareholders shall be recorded in the minutes, which shall be
be signed and sealed by the chairman and Directors in	kept by the Company.
attendance andkept by the Company.
Article 21. (Number)	Article 21. (Number)
The number of Members of the Board of Directors of the	(1)The number of Members of the Board of Directors of the
Company shall be no more than eighteen (18).	Company (except for Directors who are Audit and Supervisory
	Committee Members)shall be no more than thirteen (13).
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Current Text	Proposed Amendments
(Newly established)	(2) The number of Members of the Board of Directors of the
	Company who are also Audit and Supervisory Committee
	Members shall be no more than five (5).
Article 22. (Election)	Article 22. (Election)
Directors shall be elected at a General Meeting of	Directors shall be elected at a General Meeting of Shareholders
Shareholders. For the election of Directors, it is necessary for	by separating those who are Audit and Supervisory Committee
shareholders who have one-third or more of the voting rights	Members and those who are not. For the election of Directors, it
of shareholders entitled to exercise voting rights to attend the	is necessary for shareholders who have one-third or more of the
General Meeting of Shareholders. Resolutions for the election	voting rights of shareholders entitled to exercise voting rights to
of Directors shall not be made by cumulative voting.	attend the General Meeting of Shareholders. Resolutions for the
	election of Directors shall not be made by cumulative voting.
Article 23. (Term of Office)	Article 23. (Term of Office)
The term of office of Directors shall be until the conclusion of	(1)The term of office of Directors (except for Directors who are
the Ordinary General Meeting of Shareholders relating to the	Audit and Supervisory Committee Members)shall be until the
last fiscal year that ends within one year after they are elected.	conclusion of the Ordinary General Meeting of Shareholders
The Directors who are appointed as substitutes or appointed	relating to the last fiscal year that ends within one year after they
due to an increased number of seats on the board shall serve	are elected.
until the end of the other incumbent Directors' term.
(Newly established)	(2) The term of office of Directors who are Audit and
	Supervisory Committee Members shall be until the conclusion
	of the Ordinary General Meeting of Shareholders relating to the
	last fiscal year that ends within two years after they are elected.
(Newly established)	(3) The term of office of Directors who are appointed as
	substitutes to replace a member of the Audit and Supervisory
	Committee who retires before the end of their term of office shall
	be until the end of the term of office of the retired Director.
Article 24. (Compensation and Other Benefits)	Article 24. (Compensation and Other Benefits)
Compensation, bonuses, and other economic benefits payable	Compensation, bonuses, and other economic benefits payable to
to Directors by the Company as compensation for the	Directors by the Company as compensation for the performance
performance of duties (hereinafter called "compensation and	of duties shall be set by a resolution at a General Meeting of
others")shall be set by a resolution at a General Meeting of	Shareholders by separating Directors who are Audit and
Shareholders.	Supervisory Committee Members and those who are not.

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